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              EXHIBIT
      10.1   

            	
                                                                   ZAP(Hangzhou)
      Electric Vehicle

              Co.,
      Ltd  Joint Venture Contract


            


    

     
 

     

     

     

    


    Chinese-Foreign Jointly
Funded

    Zap
(Hangzhou) Electric Vehicle Co., Ltd

    


      Joint
Venture Contract

     

    Chapter
1   General

    .

    ZAP
(hereafter referred to as Party A), BETTER WORLD LIMITED (hereafter referred to
as Party B) and Holley Group Co., Ltd (hereafter referred to as Party C) hereby
agree to conclude this joint venture contract and jointly fund a Chinese-foreign
joint venture in Hangzhou, Zhejiang Province, the People’s Republic of
China, according to the Law of the People’s Republic of China on Chinese-Foreign
Joint Ventures and other Chinese regulations, in line with the principles of
equality and mutual benefit, and through friendly consultation.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Chapter2   Joint
Venture parties

    


    Article
1: JOINT VENTURE parties for this contract:

     

    Party A:
ZAP Registered in: USA

    Legal
address: 501 Fourth Street Santa Rosa, CA 95401

    Legal
representative: Steven Mark Schneider   Nationality:
USA

    Telephone:
001-7075258658

     

    Party B:
BETTER WORLD LIMITED     Registered in: Hong
Kong

    Legal
Address: Apartment 10A Ede Road Kowloon Tong KL

    Legal
representative: Lu
Meiheng               Nationality:
USA

    Telephone:
85225220551

     

    Party C:
Holley Group Co.,
Ltd             Registered
in: China

    Legal
address: 181 Wuchang Avenue, Yuhang District, Hangzhou

    Legal
representative: Wang Licheng

    Telephone:
0571-88900688

     

     

    Chapter
3   Establish a joint venture

    


    Article
2: according to the Law of the People’s Republic of China on Foreign-Funded
Enterprises and other related Chinese regulations, Party A, B and C agree to
establish the Chinese-foreign jointly funded Zap (Hangzhou) Electric Vehicle Co.,
Ltd, (hereafter referred to as “joint venture”) in
China.

     

    Article
3: the name of joint venture:
Zap (Hangzhou) Electric Vehicle Co., Ltd; legal address of joint venture:
Building 1, 181 Wuchang Avenue, Yuhang District, Hangzhou; zip code:
310011.

     

    Article
4: all the activities of joint venture must be in accordance with the laws, acts
and related regulations of the People’s Republic of China.

     

        Article
5: the organizational form of joint venture is Limited Liability Company. .
Party A, B and C shall assume the debt of joint venture according to
their own amount of contribution to capital. 
The parties shall also share the profits, risks and loss according to
their own amount of contribution to registered capital.

     

    


    
      
        
        

      

      
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    Chapter
4    Business purpose, scope and scale

    


    Article
6: the purpose of Party A, B and C to establish a joint venture: being desirous
of enhancing economic cooperation and technical exchange, through advanced and
applicable technology and rational operating management methods, the three
parties will improve economic performance and gain satisfactory economic
interests..

     

    Article
7: business scope of joint venture: research & development, production and
sale of battery system, driving system, electronic control system for electric
vehicle; research & development of electric vehicle and consultation on
electric vehicle technology..

     

    Article
8: business scale of joint venture: annual revenue of 10 Million US
dollars..

     

    


    


    Chapter
5    Total amount of investment and registered
capital

    


    Article
9: the total amount of investment for joint venture is 3 Million US dollars.
.
Registered capital of joint venture is 3 Million US dollars..

     

    Article
10: the total amount of investment by Party A, B and C is 3 Million US dollars
taken as the registered capital of joint venture. .
Proportions: 1.125 Million US dollars from Party A accounts for 37.5%;
1.125 Million US dollars from Party B accounts for 37.5%; and 750 Thousand US
dollars from Party C accounts for 25 %..

     

                
Article 11: Party A, B and C will contribute their investment in the following
way:.

     

    Party A:
1.125 Million US dollars, at current exchange rate of US dollars.

     

    Party B:
1.125 Million US dollars, at current exchange rate of US dollars.

     

    Party C:
750 Thousand US dollars, Equivalent in RMB .
(US dollars converted into RMB at the exchange rate on the day of
registration)..

     

    Article
12: the registered capital of joint venture will be paid up by Party A, B and C
according to their ratio of contribution within two months from the issue date
of joint venture business license..

     

    Article
13: any one of Party A, B and C shall not wholly or partly transfer his amount
of investment to any third party without the prior permission of the other two
parties and without the approval from original approving authority. The other
two parties have the first right of refusal to purchase the investment amount,
wholly partially transferred by the third party when any one party wholly or
partly transfers his amount of investment.

    


    
      
        
        

      

      
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    Chapter
6   Responsibility of JV parties

     

    Article
14: Party A, B and C shall be responsible for the following
business:

     

    Responsibility
of Party A and B:.

     

    1.
Contribute investment according to the provisions of Chapter V;.

     

    2. Make
transactions related to purchase of mechanical equipment and material etc.
outside China for the joint venture;.

     

    3.
Provide technical staff for equipment installation and testing, production and
quality inspection;.

     

    4.
Provide technical training to joint venture staff; .

     

    5.
Conduct other business under the entrustment of joint venture.

     

    Responsibility
of Party C

     

    1. Apply
to relevant authorities of China for establishment approval, registration and
business license of joint venture, of which, the expenses shall be assumed by
joint venture;.

     

    2.
Contribute investment according to the provisions of Chapter 5;.

     

    3. Assist
the joint venture to apply to authorities in charge of land for land-use
right;.

     

    4. Assist
the joint venture to complete import entry procedures for purchase of equipment
and material etc. outside of China and the transportation within Chinese
territory;.

     

    5. Assist
the joint venture to purchase or rent equipment, raw material, office supplies,
vehicles and communication facilities etc. within Chinese territory;.

     

    6. Assist
the joint venture to complete the basic facilities related to water, electricity
and transportation etc..

     

    7. Assist
the joint venture to recruit local Chinese operating management personnel,
technologists, workers and other required personnel;.

     

    8. Assist
foreign working personnel to apply for entry visa, work permit and handle their
travel procedures;.

     

    9.
Conduct other business under the entrustment of joint venture.

       

    Chapter
7      Sales

     

    Article
15: selling of products of joint venture in the market within Chinese
territory.

     

    Article
16: for the purpose of selling products and providing after-sale service in and
outside of China, the joint venture can establish branches in and outside of
China with the approval of the Chinese authorities..

     

    Article
17: the trademark used for products of joint venture is determined by the board
of directors, and relevant procedures shall be handled according to the
Trademark Law of the People’s Republic of China.

     

    
      
        
        

      

      
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    Chapter
8   Company organization and its establishment method, authority
and rules of procedure

    


    Article
18: establish the board of directors of joint venture. 
Board of directors is the highest authority of joint venture. .
The board of directors makes decisions on all significant events of the
joint venture and has the following authority:

     

    1.
Determination and approval of important reports presented by general
manager;

     

    2. Define
the joint venture’s business plans and investment programs;

     

    3.
Determine the annual financial budget and final account schemes of joint
venture;

     

    4. Make
profit distribution and loss recovery plans of joint venture;

     

    5. Make
the joint venture’s plans for the increase or reduction of registered capital
and for the issue of debenture;

     

    6. Make
plans for stock share transfer, consolidation, separation, change of company
structure, and dissolution of the company;

     

    7.
Determine the internal structure of administrative organization of the
company;

     

    8. Decide
the appointment or dismissal of general manager, deputy general manager, chief
engineer and chief financial officer and their remuneration, and decide the
appointment or dismissal of deputy general manager, chief engineer, chief
financial officer and their remuneration according to the name list submitted by
general manager;

     

    9.
Establish the fundamental management system of company;.

     

    10.
Approve the transaction related to share holders, the enterprises actually
controlled by share holders or the affiliated enterprises of share
holders;

     

    11.
Decide the matters related to the provision of security to foreign parties and
the lending of capital by the company;

     

    12. Make
decisions on other significant events that shall be decided by the board of
directors.

     

    
      
        
        

      

      
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    Article
19: the board of directors is composed of 5 directors, of which, 2 are from
Party A, 2 are from Party B and 1 is from Party C. The term of the chairman and
directors is three years, and can be re-appointed..

     

    Article
20: the first board chairman shall be appointed by Party B; after the expiration
of the term of three years, the board chairman shall be appointed by Party A;
the chairman rotates every three years..

     

    Article
21: Party A, Party B and Party C shall issue a written notice to Board of
Directors in case of appointing and replacing any director candidate. In case of
replacing Chairman or Vice Chairman, a written notice shall be issued to Board
of Directors as well as other parties and shall be submitted to approving
authority for approval.

     

    Article
22: Regular meetings of the Board shall be convened at least twice every year by
the Chairman in January and July. In case meeting of the Board is proposed by
Chairman or one third of directors or requested by General Manager due to
operation and management requiring discussion and resolution of the Board,
Chairman must convene interim meeting of the Board within 45 days after
receiving the proposal or request.

     

    Article
23: In principle, meetings of the Board shall be convened at the locality of the
Company. Otherwise, approval of more than three fourth of directors shall be
obtained.

     

    Article
24: Board meetings shall be convened and presided over by Chairman. Chairman
shall entrust other directors to convene and preside over the Board meeting in
case he fails to convene the meeting. If Chairman fails to convene the meeting
and entrust other directors to convene the meeting, a new Chairman shall be
elected by more than one third of directors to convene meeting of the
Board.

     

    Article
25: Chairman shall issue written notices to all directors 30 days before meeting
of the Board, with content of meeting, time and venue included.

     

    Article
26: In case of failing to attend the meeting, any director can authorize
representative to attend the meeting. If any director fails to attend the
meeting and fails to authorize any representative to attend the meeting, the
director is deemed to approve all proposals on the meeting.

     

    Article
27: Meeting of the Board shall be effective only when a quorum of two thirds of
directors attend the meeting and at least one director from Party A, Party B and
Party C respectively attend the meeting. In case the number of directors fails
to reach the quorum, decisions made on the meeting shall be null and
void.

     

    Article
28: Detail written records shall be made on each meeting of the Board and shall
be signed by all directors attending the meeting. In case representative is
entrusted to attend the meeting, the representative shall sign the record which
is written in Chinese and filed by the Company.

     

    Article
29: Decision on issues hereunder shall be made only after all directors of the
Company have reached unanimous agreement through negotiation:

     

    
      
        
        

      

      
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     (1)
Revision of By-law of the
Joint Venture;

     

     (2)
Termination and dissolution of the Joint Venture and extension of joint venture
period;

     

     (3)
Addition and transfer of registered capital of the Joint Venture;

     

     (4)
Merger of the Joint Venture and other economic organizations;

     

     (5)
Affiliated transaction (including dealings of raw materials and different
charges) between the Joint Venture and shareholders, other enterprises
controlled by shareholders or affiliated enterprises of
shareholders;

     

     (6)
Investment by the Joint Venture;

     

     (7)
The decision to appoint or dismiss General Manager, Deputy General Manager,
Chief Engineer and CFO, and issues related with their remuneration; General
Manager’s proposal to appoint or dismiss Deputy General Manager, Chief Engineer
and CFO, and issues related with their remuneration; General Manager’s proposal
for salary and incentive system, annual salary system and the year-end staff
rewards solution;

     

     (8)
Decision on external guarantee (excluding guarantee for loans of the Joint
Venture) by the Joint Venture;

     

     (9)
Decision on capital loan of the Joint Venture to outside (fund of disbursement
for staff is executed as per management system of the Company).

     

    Article
30: Decision on other issues shall be effective after obtaining approval of more
than two thirds of directors on the meeting.

     

    Article
31: Board of Supervisors is not established in the Joint Venture. One supervisor
shall be appointed by Party A.

     

    Article
32: Supervisor shall have three years of tenure of office and can serve for
another term of office through election. Chairman, Manager and financial
administrator shall not be appointed as Supervisor.

     

    Article
33: Supervisor shall be in the charge of Board of Directors and shall execute
rights hereunder as specified by Law of Company,

     

     (1)
Audit on finance of the Joint Venture;

     

     (2)
Supervise directors and management staff of the Joint Venture and propose to
dismiss any director or management personnel who has breach laws, administrative
regulations, By-law of joint venture or decisions made on
the meeting of Shareholders;

    
      
        
        

      

      
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     (3)
Require directors or management staff to make rectification when any act thereof
causes harm to company interests;

     

     (4)
Propose to convene interim meeting of the Board of Directors. Convene and
preside over meeting of the Board if the Board of Directors fails to perform its
duty to convene and preside over the meeting as specified by the
Law;

     

     (5)
Submit proposal to the meeting of shareholders;

     

     (6)
Take proceedings against any director or management staff as per Article 152 of
the Law;

     

     (7)
Other rights as specified By-law of the joint venture.

     

    Article
34: Supervisor can be present at meeting of the Board of Directors and raise
questions or suggestions on proposals on the meeting.

     

    Article
35: Executive management team of the Joint Venture shall include Manufacturing
Department, Technical Department, Financial Department, Sales Department and
General Administration Department.

     

    Article
36: The Joint Venture shall have a General Manager appointed by the Board of
Directors.

     

    Article
37: General Manager shall report to the Board of Directors to execute decisions
thereof and manage daily manufacturing, technical, operation and
management.

     

    Article
38: General Manager shall have three years of term of office and can continue in
office if re-appointed by the Board of Directors. Deputy General Manager, Chief
Engineer and CFO shall be nominated by General Manager and appointed or
dismissed by the Board of Directors.

     

    Article
39: Chairman or any director can also serve as General Manager or other senior
positions after appointed by the Board of Directors.

     

    Article
40: General Manager shall not take office as general manager of other economic
organizations and shall not take part in commercial competition conducted by
other economic organizations against the Joint Venture.

     

    Article
41: General Manager
Assistant as well as director or above as set in the Joint Venture shall be
nominated by General Manager and appointed or dismissed by the Board of
Directors.

     

    Article
42: Senior management staff such as engineers and accountants shall be under the
Management of General Manager.

     

    Article
43: When General
Manager and other senior management personnel resign, they shall submit prior
written report to the Board of Directors before resignation.

     

    The
above-mentioned personnel shall be dismissed after resolution is made by the
Board of Directors in case of graft, serious dereliction of duty or serious
breaching of management system of the Joint Venture. 

    


    
      
        
        

      

      
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    Chapter
9   Legal Representative of the Company

     

    Article 44: The Legal
Representative of the Company is held by the Chairman

    


    Chapter
10   Materials, Equipment Purchases and Land
Use

     

    Article 45: Materials,
component parts, transportation vehicles and office supplies needed by the Joint Venture
shall be purchased in China with the same quality.

     

    Article
46: When the Joint Venture entrusts Party A with the purchase of equipments in
foreign markets, Party B shall be invited to involve in the
purchase.

     

       Article
47: The Joint Venture shall be responsible for entering into the land use
contract with respect to the area and scope of the land needed by the Joint
Venture by the approval of the land authority.

    


    Chapter 11 Labor
Management

    


        Article
48: the Joint Venture and the trade union of the Joint Venture shall enter into,
collectively or individually, labor contracts between employees of the Joint
Venture with respect to issues such as their employments, dismissals, wages,
labor insurances, welfares and incentives according to the “Labor Law of the
People’s Republic of China” and other relevant provisions guided by a program
set up by the Board of Directors. Such labor contracts shall be filed with the
local labor management department after signing.

    


    Chapter
12 Taxation, Finance, Auditing, Foreign Exchange

    


    Article
49: the Joint Venture and its employees should pay all the taxes in accordance
with relevant laws and regulations of China.

     

    Article 50: All the matters concerning
foreign exchange of the Joint Venture shall be executed in accordance with the
“Regulations on the Foreign Exchange System of
the People’s Republic of China”
and the relevant regulations.

     

    Article
51: In accordance with the “Foreign Enterprise Law of the People’s Republic of
China”, the Joint Venture shall extract all sorts of funds, the ratio of which
shall be discussed and determined by the Board of Directors based on business
situation of the Company.

     

    Article
52: the Joint Venture’s fiscal year is from January 1 to December 31 each year.
All accounting vouchers, receipts, reports, books shall be written in
Chinese.

     

    Article
53: the Joint Venture shall engage in the accountants registered in China to
review and audit its finance, and report to the Board of Directors and the
General Manager on the results.

     

    
      
        
        

      

      
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    If any
party of Party A, B and C think it necessary to individually engage in an
accountant registered in China to carry out the review and auditing, the Joint
Venture will consent to it, however, all the expenses required will be borne by
that party.

     

    Article
54: The General Manager shall organize the preparation of the balance sheet,
profit and loss statement and profit distribution plan for the previous year in
the first three months of each fiscal year, and submit to the Board meeting for
review and approval.

     

    Article
55: If the Joint Venture’s foreign exchange cannot be balanced, Party A, B, C
will distribute the profits in RMB.

    


    Chapter 13  Duration of the Joint
Venture

    


    Article
56: The duration of the Joint Venture is 20 years. The incorporation date of the
Joint Venture is the date on which the Joint Venture’s business license is
issued.

     

    Each of
the parties may propose, by the unanimous passing in the Board meeting, to apply
to the original approval authority for the extension of the duration of the
Joint Venture six months before its expiry.

    


    Chapter
14 Properties Treatment upon Expiry of the Joint Venture

    


    Article
57: If the Joint Venture expires on its duration or early termination, it shall
be liquidated in accordance with the laws and regulations of the People’s
Republic of China. Properties upon liquidation shall be allocated among Party A,
B and C in proportion to their investments.

    


    Chapter
15 Insurance

    


         Article 58: The Joint Venture
shall cover all of its insurances in an insurance institution in the People’s
Republic of China. The insurance cover, insurance value and the insurance period
shall be discussed and determined by the Board meeting of the Joint Venture in
accordance with relevant provisions.

     

    
      
        
        

      

      
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    Chapter
16 Amendment, Alteration and Termination of the Contract

    


    Article
59: The amendments of the contract and other appendices shall come into force
only after a written agreement has been reached among Party A, Party B and Party
C and approved by the original Examination and Approval Authority.

     

    Article
60: In case of inability to fulfill the contract as a result of force majeure,
or to continue operation due to heavy losses of the joint venture company in
successive years, the duration of the joint venture and the contract shall be
terminated prior to the time of expiration after being unanimously agreed upon
by the board of directors and approved by the original Examination and Approval
Authority.

     

    Article
61: Should the joint venture company be unable to continue its operation or
achieve its business purpose hereto due to the fact that one of the contracting
parties fails to fulfill the obligations prescribed by the contract and By-law,
or seriously violates the provisions of the contract and By-law, that party
shall be deemed to have unilaterally terminated the contract, for which, the
observant party shall have the right to terminate the contract in accordance
with the provisions of the contract after approval by the original Examination
and Approval Authority, and to claim damages. In case Party A, Party B and Party
C of the joint venture company agree to continue the operation, the party who
fails to fulfill its obligations shall be liable for the economic losses caused
thereby to the joint venture company.

     

     

    Chapter
17 Liability for Breach of Contract

    


    Article
62: Should any Party A, Party B and Party C fail to pay on schedule the
contributions in accordance with the provisions defined in Chapter 5 of this
contract, the party in breach shall be subject to the Law of the PRC on
Chinese-Foreign Equity Joint Ventures, relevant laws and
regulations.

    


    Article
63: Should all or part of the contract and its appendices be unable to be
fulfilled owing to the fault of one party, the party in breach shall bear the
liability therefore. Should it be the fault of the three parties, they shall
bear their respective liabilities according to the actual
situation.

     

    
      
        
        

      

      
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    Chapter18  
Force Majeure

     

    Article
64: Should any of the parties to the contract be prevented from executing the
contract by force majeure, such as earthquake, typhoon, flood, fire, war or
other unforeseen events for which the occurrences and consequences are
unpreventable and unavoidable, the prevented party shall notify the other
parties by telegram without any delay, and within 15 days thereafter provide
detailed information of the events and a valid document for evidence issued by
the relevant public notary organization explaining the reason of its inability
to execute or delay the execution of all or part of the contract. The three
parties shall, through consultations, decide whether to terminate the contract
or to exempt part of the obligations for implementation of the contract or
whether to delay the execution of the contract according to the effects of the
events on the performance of the contract.

     

    Chapter
19  Applicable Law

     

    Article
65: The formation, validity, interpretation, execution and settlement of
disputes in respect of this contract shall be governed by the relevant laws of
the People s Republic of China.

     

     

    Article 66: Any
disputes arising from the execution of, or in connection with, the contract
shall be settled through friendly consultations among the three parties. In case
no settlement can be reached through consultations, the disputes shall be
submitted to the China International Economic and Trade Arbitration Commission
for arbitration in accordance with its rules of procedure. The arbitral award is
final and binding upon all parties.

     

    Article
67: During the arbitration, the contract shall be observed and enforced by all
parties except for the matters in dispute.

     

    Chapter
20   Effectiveness of the Contract and Miscellaneous

     

    Article
68: The contract and its appendices are compiled in Chinese.

     

    Article
69: The ancillary agreements drawn up in accordance with the principles of this
contract are integral parts of this contract, including By-law of the Joint
Venture.

     

    Article
70: The contract and its appendices shall come into force commencing from the
date of approval of the Ministry of Foreign Trade and Economic Cooperation of
the People s Republic of China (or its entrusted examination and approval
authority).

     

    Article
71: Should notices in connection with any party’s rights and obligations be sent
by any Party by telegram or fax, etc., the written letter notices shall be also
required afterwards. The legal addresses of Party A, Party B and Party C listed
in this contract shall be the posting addresses thereof.

     

    
      
        
        

      

      
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    (This
page contains no text and be only used for signature regarding the Joint Venture
Contract)


    


     

    
      	 	
              Party
      A: ZAP

              Signature
      of Legal representative:

            	
               

              /s/
      Steven M. Schneider

              
                
      

            	 
	 	 	 	 
	 	
              Party
      B: BETTER WORLD LIMITED

              Signature
      of Legal representative:

            	
               

              /s/
      Priscilla Lu   

              
                
      

            	 
	 	 	 	 
	 	
              Party
      C: Holley Group Co., Ltd.

              Signature
      of Legal representative:

            	
               

              /s/ Richard Wong 
      

              
                
      

            	 


    

    


    


    Date of
signature: December 11, 2009

    


    


    
      
        
        

      

      
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